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Duly Incorporated

In US states such as Delaware, a “duly incorporated” company has properly filed for incorporation, has followed requirements for incorporated companies, and has documentation to evidence those activities. By contrast, a company could be defectively incorporated or organized if it has filed for incorporation but has failed to follow the requirements of its state of incorporation. Defective incorporation causes, among other issues, exposure to personal liability for its directors and stockholders if the deficiencies lead a court to pierce the corporate veil. Investors in or purchasers of a company will want to have assurance that the company is “duly incorporated.”

Last reviewed: May 10, 2021